Contract analysis

I. Executive Summary This memorandum summarizes Calderwood & Harkness LLP's review of the real property and lease arrangements associated with the Acquired Assets in connection with the proposed acquisition by Meridian Consumer Brands LLC ("Meridian" or "Buyer") of the CleanLeaf and PureHaven consumer product lines from Briarwood Home Essentials, Inc. ("Briarwood" or "Seller"). The proposed transaction is structured

II. Scope and Methodology The scope of this memorandum is limited to the real property and lease arrangements directly associated with the Acquired Assets in the proposed Transaction. Specifically, we have undertaken the following review and coordination activities: Document Review. We reviewed all documents posted to the Pemberton Systems data room (Project Code: BHE-CleanLeaf-2022) under the "Real Property" categor

III. Property #1: Marysville Manufacturing Facility (Leased) A. Property Description The Marysville Facility is located at 2800 Industrial Parkway, Marysville, OH 43040, in Union County, Ohio. The facility is situated within the Marysville Industrial Park, a multi-parcel industrial development with access to State Route 36 and U.S. Route 33, providing convenient transportation linkages to the Columbus metropolitan ar

IV. Property #2: West Jefferson Distribution Center (Owned) A. Property Description The West Jefferson Facility is located at 500 Commerce Boulevard, West Jefferson, OH 43162, in Madison County, Ohio. The facility is situated in an industrial and commercial corridor along Commerce Boulevard with convenient access to Interstate 70, one of the primary east-west freight corridors in the Midwest, and is approximately 25